Employee Savings Plan

EMPLOYEE SAVINGS PLAN, INC.


Effective January 1, 1996


February 8, 1996


AmeriData Technologies, Inc. Employee Savings Plan


TABLE OF CONTENTS


PAGE


SECTION 1 Definitions.............................................. 1


1.1 "Account" or "Accounts".................................. 1
1.2 "Affiliate".............................................. 1
1.3 "After-Tax Contributions Accounts"....................... 1
1.4 "Appropriate Form"....................................... 2
1.5 "Beneficiary" or "Beneficiaries"......................... 2
1.6 "Board".................................................. 2
1.7 "Code"................................................... 2
1.8 "Company"................................................ 2
1.9 "Company Matching Contributions"......................... 2
1.10 "Company Matching Contributions Account"................. 2
1.11 "Compensation"........................................... 2
1.12 "Employee"............................................... 3
1.13 "Employer Contributions"................................. 3
1.14 "Entry Date"............................................. 3
1.15 "ERISA".................................................. 4
1.16 "401(k) Contributions"................................... 4
1.17 "401(k) Contributions Account"........................... 4
1.18 "GEIM.................................................... 4
1.19 "Investment Fund" or "Investment Funds".................. 4
1.20 "Mutual Fund" ........................................... 4
1.21 "Normal Retirement Date"................................. 4
1.22 "Participant"............................................ 4
1.23 "Participating Employer"................................. 5
1.24 "Plan"................................................... 5
1.25 "Plan Administrator"..................................... 5
1.26 "Prior Employer Contributions Accounts".................. 5
1.27 "Rollover Account"....................................... 5
1.28 "Rollover Contributions"................................. 6
1.29 "Service"................................................ 6
1.30 "Total and Permanent Disability"......................... 9
1.31 "Trust Agreement"........................................ 10
1.32 "Trust Fund"............................................. 10
1.33 "Trustee"................................................ 10
1.34 "Valuation Date"......................................... 10
1.35 "Year"................................................... 10


SECTION 2 Eligibility and Participation............................ 11


2.1 Participation............................................ 11
2.2 Resumption of Participation after Suspension............. 12
2.3 Termination of Participation............................. 12


i


PAGE


SECTION 3 Employer Contributions................................... 14


3.1 Company Matching Contributions........................... 14
3.2 401(k) Contributions..................................... 14
3.3 Payment and Crediting of Contributions under
Sections 3.1 and 3.2..................................... 17
3.4 Limitation on Employer Contributions..................... 17
3.5 Limitations on 401(k) Contributions...................... 17
3.6 Contribution Percentage Limitation for
Company Matching Contributions.......................... 27
3.7 Statutory Limitations.................................... 32
3.8 Return of Employer Contributions......................... 36


SECTION 4 Investment of Contributions.............................. 38


4.1 Investment Funds......................................... 38
4.2 Responsibility for Investments........................... 40
4.3 Investment of Contributions.............................. 41
4.4 Change in Investment of Future Contributions............. 42
4.5 Transfers Between Investment Funds....................... 42
4.6 Establishment of Trust Fund.............................. 43
4.7 Voting of Shares held in the Common Stock
Fund.................................................... 43


SECTION 5 Vesting and Forfeitures.................................. 44


5.1 Vesting.................................................. 44
5.2 Forfeitures.............................................. 44


SECTION 6 Accounts................................................. 46


6.1 Separate Accounts........................................ 46
6.2 Valuation of Investment Funds............................ 46


SECTION 7 Withdrawals During Employment............................ 49


7.1 Hardship Withdrawals..................................... 49
7.2 Other Withdrawals........................................ 53
7.3 General Rules............................................ 53


SECTION 8 Loans.................................................... 56


8.1 Amount of Loans.......................................... 56
8.2 Security for Loan........................................ 57
8.3 Interest Rate............................................ 57
8.4 Repayment of Loans....................................... 57


8.5 Default on Loan.......................................... 59
8.6 Manner of Making Loans................................... 61


8.7 Accounting for Loans..................................... 62


ii


PAGE


SECTION 9 Payment of Benefits...................................... 64


9.1 General.................................................. 64
9.2 Optional Forms of Payment................................ 68
9.3 Statutory Joint and Survivor Annuity..................... 70
9.4 Death Prior to Commencement of Benefits.................. 74
9.5 Beneficiary.............................................. 74
9.6 Small Benefits........................................... 76
9.7 Form of Payment.......................................... 77
9.8 Limitation of Assignment................................. 77
9.9 Limitation of Rights..................................... 77
9.10 Distributions on Behalf of Incapacitated
Persons................................................. 78
9.11 Determination as to Payment of Benefits by
the Plan Administrator.................................. 78
9.12 Income Tax Withholding................................... 79
9.13 Inability to Locate Payee................................ 79
9.14 Limitations on Certain Distributions..................... 80
9.15 Termination of Employment as a Result of the
Sale of Assets or Stock.................................. 80


SECTION 10 Reemployment............................................. 82


SECTION 11 Administration of the Plan............................... 85


11.1 Powers and Duties of the Plan Administrator.............. 85
11.2 Plan Expenses............................................ 87


SECTION 12 The Trust Fund........................................... 88


SECTION 13 Amendment or Termination of the Plan..................... 89


13.1 Amendment of the Plan.................................... 89
13.2 Termination of the Plan.................................. 89
13.3 Termination of the Trust Fund............................ 90
13.4 Partial Termination of the Plan.......................... 90
13.5 Mergers, Consolidations and Transfers.................... 91
13.6 Withdrawal by a Participating Employer................... 91


SECTION 14 Rollover Contributions................................... 93


14.1 Rollover Contributions to the Plan....................... 93
14.2 Direct Rollovers from the Plan........................... 94


SECTION 15 Top-Heavy Provisions..................................... 97


15.1 General.................................................. 97
15.2 Definitions.............................................. 97
15.3 Vesting.................................................. 98
15.4 Minimum Allocation....................................... 99
15.5 Change in Section 415 Limitations........................100


iii


PAGE


SECTION 16 Construction of Plan.....................................101


APPENDIX A


Special Provisions Applicable to Participants in
Allcom Plan..................................................... A-1


APPENDIX B


Special Provisions Applicable to Participants in
Cleary Plan..................................................... B-1


APPENDIX C


Special Provisions Applicable to Participants in
Computer Communications Plan.................................... C-1


APPENDIX D


Special Provisions Applicable to Participants in
Comstor Plan.................................................... D-1


APPENDIX E


Special Provisions Applicable to Participants in
PDI Plan........................................................ E-1


APPENDIX F


Special Provisions Applicable to Participants in
Scott Data Plan................................................. F-1


APPENDIX G


Special Provisions Applicable to Participants in
Mericom Plan.................................................... G-1


APPENDIX H


Special Provisions Applicable to Participants in
Forsythe Plan................................................... H-1


APPENDIX I


Special Provisions Applicable to Participants in
Bohdan Plan..................................................... I-1


APPENDIX J


Special Provisions Applicable to Participants in
ACR Plan........................................................ J-1


iv


PAGE


APPENDIX K


Special Provisions Applicable to Participants in
Mitchell Plan................................................... K-1


APPENDIX L


Special Provisions Applicable to Participants in
Abacus Plan..................................................... L-1


APPENDIX M


Special Provisions Applicable to Participants in
the Micro Recovery Plan......................................... M-1


APPENDIX N


Special Provisions Applicable to Participants in
Microcomputer Plan.............................................. N-1


v


SECTION 1


Definitions


The following words and phrases when used herein shall have the meanings set forth below.


1.1 "Account" or "Accounts" means, singly or collectively, as the case may be, a Participant's Company Matching Contributions Accounts, 401(k) Contributions Accounts, Rollover Accounts, After-Tax Contributions Accounts and Prior Employer Contributions Accounts.


1.2 "Affiliate" means any corporation or other trade or business that together with any Participating Employer is deemed a single employer under section 414(b) or 414(c) or 414(m) of the Code. Any such entity will be considered an Affiliate under the Plan (i) during any such period of affiliated status, and (ii) to the extent specifically provided elsewhere in the Plan, during any period preceding a period of such affiliated status.


1.3 "After-Tax Contributions Accounts" means the account of a Participant in each Investment Fund which is to be credited (in accordance with an Appendix to the Plan) with shares, units or amounts (as the case may be), attributable to amounts transferred to the Plan from another plan that has been merged into the Plan, that relate to after-tax contributions made on his behalf.


1.4 "Appropriate Form" means the form provided or prescribed by the Plan Administrator for the particular purpose.


1.5 "Beneficiary" or "Beneficiaries" means the person or persons who, under Section 9, are to receive any death benefits payable on behalf of a Participant under the Plan upon death prior to benefit commencement. A Beneficiary shall include a fiduciary, whether individual or corporate.


1.6 "Board" means the Board of Directors of the Company.


1.7 "Code" means the Internal Revenue Code of 1986, as amended from time to time.


1.8 "Company" means AmeriData Technologies, Inc.


1.9 "Company Matching Contributions" means the matching contributions made by a Participating Employer on behalf of a Participant under Section 3.1.


1.10 "Company Matching Contributions Account" means the account of a Participant in each Investment Fund which is to be credited with shares, units or amounts (as the case may be) attributable to Company Matching Contributions made on his behalf to such Investment Fund.


1.11 "Compensation" means wages as defined in section 3401(a) of the


Code for purposes of income tax withholding at the source, but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed. Notwithstanding the foregoing, compensation shall


2


include any amount which is not includable in the gross income of the Participant under section 125, 402(a)(8), 402(h) or 403(b) of the Code pursuant to a salary reduction agreement. A Participant's Compensation for any year shall not, however, exceed the maximum amount permissible under section 401(a)(17) of the Code. In determining the Compensation of a Participant for purposes of this limitation and any similar limitation elsewhere in the Plan, the rules of section 414(q)(6) of the Code shall apply, except that in applying such rules, the term "family" shall include only the spouse of the Participant and any lineal descendants of the Participant who have not attained age 19 before the close of the year. If, as a result of the application of such rules, the limitation is exceeded, then the limitation shall be prorated among the affected individuals in proportion to each such individual's compensation as determined prior to the application of this limitation.


1.12 "Employee" means a person who is employed as a common-law employee by a Participating Employer (and who is not in a unit covered by a collective bargaining agreement, unless such agreement expressly provides for participation in the Plan), subject to the provisions of Section 1.29.


1.13 "Employer Contributions" means Company Matching Contributions and 401(k) Contributions.


1.14 "Entry Date" means January 1, April 1, July 1 and October 1 of each Year.


3


1.15 "ERISA" means the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.


1.16 "401(k) Contributions" means the contributions made by a Participating Employer on behalf of a Participant under Section 3.2.


1.17 "401(k) Contributions Account" means the account of a Participant in each Investment Fund which is to be credited with shares, units or amounts (as the case may be) attributable to 401(k) Contributions made on his behalf to such Investment Fund.


1.18 "GEIM" means GE Investment Management Incorporated.


1.19 "Investment Fund" or "Investment Funds" means, singly or


collectively, as the case may be, the investment funds provided for under Section 4.1.


1.20 "Mutual Fund" shall mean any mutual fund managed by GEIM which is a registered investment company and in which the assets of any of the Investment Funds are invested pursuant to Section 4.1.


1.21 "Normal Retirement Date" means the first day of the month coincident with or next following the Participant's 65th birthday. Any termination of employment by a Participant on or after such date, other than by death, shall be considered a retirement under the Plan.


1.22 "Participant" means a person who has become covered by the Plan as provided in Section 2 and whose participation has not terminated thereunder.


4


1.23 "Participating Employer" means, collectively or individually, as the context may indicate, the Company and any Affiliate that shall be designated by the Board as a Participating Employer and that shall have adopted the Plan. Any such Affiliate shall be considered a Participating Employer under the Plan only during its actual period of participation, unless otherwise specifically provided in any Appendix to the Plan.


1.24 "Plan" means the Sage Technologies, Inc. Employee Savings Plan, as it may be amended from time to time. The Plan is hereby designated as a profit sharing plan, but Employer Contributions due under the Plan shall be made whether or not the Participating Employers have current or accumulated profits.


1.25 "Plan Administrator" means the person designated by the Board to administer the Plan.


1.26 "Prior Employer Contributions Accounts" means the account of a Participant in each Investment Fund which is to be credited (in accordance with an Appendix to the Plan) with shares, units or amounts (as the case may be), attributable to amounts transferred to the Plan from another plan that has been merged into the Plan, that relate to employer contributions made on his behalf.


1.27 "Rollover Account" means the account of a Participant in each Investment Fund which is to be credited with shares, units or amounts (as the case may be)


5


attributable to Rollover Contributions made by him to such Investment Fund.


1.28 "Rollover Contributions" means the Rollover Contributions made by


a Participant under Section 14.


1.29 "Service" means employment as an Employee, subject to the following:


(a) An Employee's Service shall include the period from the date of
commencement of his employment as an Employee to the date of termination of
such employment, subject to the provisions of this Section 1.29.


(b) An Employee shall not be treated as having terminated Service
during any period he is (i) on a leave of absence approved by a
Participating Employer, (ii) absent on account of service in the United
States Armed Forces, to the extent that service credit for such period is
required by applicable law, or (iii) absent on account of illness but has
not yet terminated employment on account of Total and Permanent Disability.
However, an Employee who is absent under (i) above shall be considered to
terminate Service on the first anniversary of the date such absence begins
or, if earlier, on such date as he quits, is discharged, retires or dies.
During a period of unpaid absence described above, an Employee may not
become a Participant of the Plan, nor may contributions be made by him or
on his behalf to the Plan. Notwithstanding the foregoing, during any period
of paid leave of absence (not in excess of two years), an


6


Employee shall be treated for purposes of the Plan as though he were
actively employed.


(c) Any Employee shall receive Service credit for any period of
employment with a predecessor to a Participating Employer to the extent
required by section 414(a)(1) of the Code or under regulations prescribed
pursuant to section 414(a)(2) of the Code.


(d) Any period during which an individual is employed by an Affiliate
that is not a Participating Employer, either before or after employment
covered by the Plan, shall be treated as employment as an Employee for all
purposes of the Plan. However, no person may become a Participant during
any such period or have contributions made by him or on his behalf for any
such period. Subject to the foregoing, if an Employee transfers from
employment with the Participating Employer to employment with an Affiliate,
his employment hereunder will not be deemed terminated until such time as
he shall cease to be employed by any Affiliate. In the event that an
Employee shall during any period be employed at the same time by a
Participating Employer and one or more Affiliates that are not
Participating Employers, he shall be treated for all purposes of the Plan
as though his employment during such period were entirely with the
Participating Employer. In this case, however, any


7


compensation from the Affiliate shall be taken into account for Plan
purposes only to the extent specifically provided in the Plan.


(e) Any period during which an individual is employed by a
Participating Employer other than as an Employee, either before or after
employment covered by the Plan, shall be treated as employment as an
Employee for all purposes of the Plan, except that no person may become a
Participant or elect to have contributions made by him or on his behalf
during any such period.


(f) In the case of any person who is a "leased employee" of a
Participating Employer, the entire period during which the individual
performed services for the Participating Employer or an Affiliate shall be
treated in the same manner as a period of employment with an Affiliate
other than a Participating Employer, assuming such period is not being
taken into account under any other provision of the Plan. A person who is
performing services for a Participating Employer, and is not a common-law
employee of the Participating Employer or an Affiliate, shall be considered
a "leased employee" if:


(i) such services are provided pursuant to an agreement between
the Participating Employer and any other entity (hereinafter referred
to as the "leasing organization"),


(ii) such person has performed the services for the Participating
Employer or an Affiliate (or a


8


related Company within the meaning of section 144(a)(3) of the Code)
on a substantially full-time basis for a period of at least one year,
and


(iii) such services are of a type historically performed, in the
business field of the Participating Employer, by employees.


Notwithstanding the foregoing, a person shall not be considered a
leased employee if (A) he is covered by a plan maintained by the leasing
organization that constitutes a safe harbor plan under section 414(n)(5) of
the Code and (B) leased employees do not constitute more than 20 percent of
the Participating Employer's non- highly compensated work force. In
applying the provisions of this subparagraph (f) above, the Participating
Employer may rely upon a written certification by the leasing organization
that an individual is covered by a plan of the type described.


(g) A Participant's number of years of Service shall equal the total
number of calendar months during which he has any Service divided by 12.


1.30 "Total and Permanent Disability" means a physical or mental


injury or disorder as a result of which a Participant becomes entitled to


long-term disability benefits under a long-term disability benefits program maintained by his Participating Employer. A Participant's employment shall be considered to terminate on account of Total and Permanent Disability on the first day of the month next following the


9


commencement of payment of long-term disability benefits to him.


1.31 "Trust Agreement" means any trust agreement which the Company has entered into or adopted for purposes of funding benefits under the Plan as described in Section 4.6, collectively referred to as the "Trust Agreements".


1.32 "Trust Fund" means the trust fund established and maintained under any Trust Agreement.


1.33 "Trustee" means the trustee under any Trust Agreement, collectively referred to as the "Trustees".


1.34 "Valuation Date" means each business day on which the shares of the Mutual Funds are valued in accordance with the usual procedures of GEIM.


1.35 "Year" means the plan year, which shall be the calendar year, except that the first plan year shall begin on December 1, 1993 and end on December 31, 1993.


10


SECTION 2


Eligibility and Participation


2.1 Participation. Each person who is an Employee on December 1, 1993, or on such later date as his Employer shall become a Participating Employer, shall be eligible to participate in the Plan as of the first payroll period that begins on or after such date. Each other person who becomes an Employee shall be eligible to participate in the Plan as of the first payroll period that begins on or after the Entry Date next following his completion of three months of Service and attainment of age 20-1/2.


An Employee may become a Participant as of the first payroll period for which he is eligible for participation, or as of the first payroll period that begins after any subsequent Entry Date, by filing the Appropriate Form with the Plan Administrator a ...